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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 30, 2026

 

Quetta Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   001-41832   93-1358026

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1185 Avenue of the Americas, Suite 304

New York, NY

  10036
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 612-1400

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of exchange on which registered
Units, each consisting of one ordinary share and one right   QETAU   The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share   QETA   The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-tenth of one ordinary share   QETAR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.02 Termination of a Material Definitive Agreement.

 

On April 30, 2026, Quetta Acquisition Corporation (the “Company”) entered into that certain Release and Discharge of Promissory Notes (the “Release”) with KM Quad, a Cayman Islands exempted company (“KM Quad”).

 

Pursuant to the Release, KM Quad irrevocably and unconditionally released, canceled and discharged the Company from any and all obligations arising under the following promissory notes previously issued by the Company to KM Quad:

 

●A promissory note dated November 4, 2024 in the principal amount of $500,000;

 

●A promissory note dated February 14, 2025 in the principal amount of $250,000; and

 

●A promissory note dated April 20, 2025 in the principal amount of $290,000.

 

The aggregate principal amount of the discharged promissory notes was $1,040,000. Under the Release, KM Quad confirmed that no amounts remain due or payable under the promissory notes, including any principal, interest, fees or other amounts.

 

The Release was entered into in connection with, and as a supplement to, the Termination Agreement previously entered into by the parties on January 15, 2026.

 

The foregoing description of the Release does not purport to be complete and is qualified in its entirety by reference to the full text of the Release, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 8.01Other Events.

 

As a result of the Release described above, the Company no longer has any obligations outstanding under the promissory notes previously issued to KM Quad.

 

Exhibit No.   Description
10.1   Release and Discharge of Promissory Notes, dated April 30, 2026, by and between Quetta Acquisition Corporation and KM Quad.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

QUETTA ACQUISITION CORPORATION  
     
By: /s/ Zihan Chen  
Name: Zihan Chen  
Title: Chief Executive Officer  
     
Date: May 7, 2026  

 

2

 

Exhibit 10.1

 

RELEASE AND DISCHARGE OF PROMISSORY NOTES

 

This Release and Discharge of Promissory Notes (this “Release”) is entered into as of April 30, 2026, by and between KM Quad, a Cayman Islands exempted company (“Holder”), and Quetta Acquisition Corporation, a Delaware corporation (“Maker”).

 

RECITALS

 

WHEREAS, Maker previously issued to the Holder the following promissory notes (collectively, the “Notes”):

 

● Promissory Note dated November 4, 2024 in the principal amount of $500,000;

 

● Promissory Note dated February 14, 2025 in the principal amount of $250,000; and

 

● Promissory Note dated April 20, 2025 in the principal amount of $290,000;

 

WHEREAS, the parties have entered into a Termination Agreement dated as of January 15, 2026 (the “Termination Agreement”), pursuant to which they agreed to terminate their prior transaction and settle all related obligations;

 

WHEREAS, in connection with such termination and pursuant to mutual agreement, the Holder has agreed to release and discharge the Notes in full;

 

1. Release and Discharge

 

In consideration of the foregoing and the mutual covenants contained in the Termination Agreement, the Holder hereby irrevocably and unconditionally releases, cancels, and discharges the Maker from any and all obligations, liabilities, claims, and indebtedness arising out of or relating to the Notes, including all principal, interest, fees, and any other amounts payable thereunder.

 

2. Termination of Notes

 

Each of the Notes is hereby terminated in its entirety and shall be of no further force or effect. The Holder agrees that no amounts are due or payable under the Notes as of the date hereof.

 

3. No Further Claims

 

The Holder hereby waives any and all rights to assert any claim against the Maker arising out of or relating to the Notes, and agrees that the Notes are fully satisfied and extinguished.

 

4. Relation to Termination Agreement

 

This Release is entered into in connection with, and shall be read as a supplement to, the Termination Agreement. This Release is intended to provide additional certainty with respect to the release and discharge of the Notes specifically, and the terms of this Release shall control with respect to the subject matter hereof. To the extent of any inconsistency between this Release and the Termination Agreement on matters other than the Notes, the terms of the Termination Agreement shall control.

 

5. Governing Law

 

This Release shall be governed by and construed in accordance with the laws of the State of New York.

 

6. Counterparts

 

This Release may be executed in counterparts, including by electronic signature, each of which shall be deemed an original.

 

 

 

 

IN WITNESS WHEREOF, the parties have executed this Release as of the date first written above.

 

KM QUAD  
     
By:  
Name:    
Title: Duly Authorized Signatory  

 

QUETTA ACQUISITION CORPORATION  
     
By: /s/ Zihan Chen  
Name: Zihan Chen  
Title: CEO